NOTE 13 – RELATED PARTY TRANSACTIONS

On April 2, 2021, the Company formed CETY Capital LLC a wholly owned subsidiary of CETY. In addition, the company established VRG with our partner, Synergy Bioproducts Corporation (“SBC”) The purpose of the joint venture is the development of a pyrolysis plant established to convert wood feedstock into electricity and BioChar by using high temperature ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds the license for. The VRG is in Lyndon, Vermont. Based upon the terms of the members’ agreement, CETY Capital LLC owns a 49% interest and SBC owns a 51% interest in VRG.

On June 4, 2023, CETY Renewables executed a turnkey agreement with VRG for the design, construction, and delivery of an organics-to-energy plant. As a result of this agreement, HRS and CETY Renewables invoiced VRG $406,666 in 2025 which have been recorded as related party revenue in the respective periods.

CETY currently has $2,350,797 accounts receivable from Vermont Renewable Gas as of June 30, 2026, and December 31, 2025.

On January 12, 2026, the Company entered into a Note Purchase Agreement with Filled Converge Limited and Li Xiaoguang to acquire HK$11.7 million in principal amount of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited. The purchase consideration consisted of approximately US$700,000 (or its Hong Kong dollar equivalent) in cash and 1,932,000 shares of the Company’s common stock. The remaining US$200,000 purchase obligation was subsequently satisfied through the issuance of a promissory note. Effective June 16, 2026, Zhang Zhixiang, a principal of Filled Converge Limited, was appointed to the Company’s Board of Directors. Accordingly, Filled Converge Limited became a related party of the Company as of that date.

During 2026, the convertible notes originally issued to Mast Hill Fund, L.P. and Pacific Pier Capital, LLC were transferred to Noblebear Investment Holdings LLC (“Noblebear”). These obligations, together with the convertible promissory note issued directly to Noblebear in March 2026, were subsequently consolidated under Noblebear. As of June 30, 2026, the Company has classified and disclosed the amounts due to Noblebear as related-party obligations based on Noblebear’s relationship with the Company and its shareholders.

As of June 30, 2026, amounts due from related parties totaled approximately $178,261, consisting primarily due from the Company’s Chief Financial Officer as an advance of salary.

As of June 30, 2026, the Company owed approximately $56,450 to its Chief Executive Officer and $399,000 to a member of its board of directors for working capital advances made on behalf of the Company.

On June 21, 2024, VRG, a Vermont limited liability company in which the Company retains 49% equity interest, entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement and shall mature at the end of the said two (2) years. The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum. Under the Loan Agreement, the $12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company (the “Corporate Guarantee”) pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the Loan Agreement. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. This loan agreement has expired.

On or about July 1, 2025, Company’ subsidiary, Herbert YF Global Holding Limited (“Herbert”), entered into a Consulting Agreement (the “Linkage Consulting Agreement”) with Linkage International Limited (the “Consultant”), a Hong Kong company and one of the Company’s investors from the Company’s May 6, 2025, private placement (pursuant to which the Company had sold in the aggregate 715,447 shares of Company common stock at a price of $6.15 per share (on a split-adjusted basis), for aggregate gross proceeds of $4,400,000). Pursuant to the Linkage Consulting Agreement, the Consultant would provide services in connection with the potential acquisition of Ortus Climate Mitigation LLC’s Italian operations (the “Acquisition Target”), and the Company would pay the Consultant (i) HKD 5,000,000 as a non-refundable consulting fee, and (ii) HKD 25,000,000 as a refundable deposit for the acquisition of the Acquisition Target, which deposit is required to be refunded to Herbert if Herbert determines not to pursue an investment in or acquisition of the Acquisition Target. The Consultant rendered such acquisition services to the Company, and on July 8, 2025, paid the HKD 5,000,000 consulting fee to the Consultant ($640,902.52), and between July 10, 2025 and August 22, paid HKD 25,000,000 ($3,204,513) as a refundable deposit towards the acquisition of the Acquisition Target. On or about November 18, 2025, the Company and the Consultant amended the Linkage Consulting Agreement to provide additional recourse for the Company such that if the deposit is not refunded as agreed, the Consultant must ensure that 715,447 shares of Company common stock (the number of shares of common stock sold in the May 6, 2025, private placement) are returned to the Company for cancellation. The HKD 25 million (approximately $3.2 million) refundable deposit relates to the potential acquisition of the Acquisition Target described above that was negotiated by Herbert and is included in Other Assets on the consolidated balance sheet. Refundable acquisition deposits are evaluated for recoverability based on the contractual terms of the arrangement, the status of the underlying transaction, and other relevant facts and circumstances. Management evaluated the recoverability of the deposit as of June 30, 2026, and concluded that no impairment was required based on the contractual refund provisions, ongoing discussions regarding the transaction, and information available at year-end.

The RMB 5 million ($702,500) loan provided by Shuya to JHJ constitutes a related-party transaction. The loan is non-interest-bearing and has a one-year term, from September 26, 2025 through September 26, 2026. The funds were provided for JHJ’s general business development purposes. The loan was originated while Shuya was a consolidated subsidiary of the Company. Following the December 2025 disposal of Shuya, the loan was paid off under its original terms and was not modified, assigned, or extinguished as part of the transaction.